Dell Shareholders Carry Heavy Load Thanks To $7B Cash Floor

Law360, New York (February 8, 2013, 5:39 PM EST) -- Buried deep in Dell Inc.'s buyout documents is a provision that will have the company and its shareholders bearing nearly one-third of the cost of its $24.4 billion buyout — virtually its entire premium.

The merger agreement, filed late Thursday with regulators, allows buyers Michael Dell and Silver Lake Partners to walk away if Dell has less than the “target amount” of cash on hand, which is defined elsewhere as $7.4 billion.

The deal caps at $8.1 billion the amount of overseas cash Dell could be...